COMPANY

COMPANY

PMI Foods is a global enterprise that supplies an extensive range of products to all major international markets with corporate offices strategically located in the Americas, Asia, Europe, Africa and Oceania. PMI Foods operates on several platforms representing two brands: PMI Global Solutions; managing product procurement, sales and logistics, and PMI Distribution; supplying the needs of local wholesale markets and PMI Food Service, that provides a constant supply source while focusing on personalized services and customer specific adaptation of products and packaging.

HISTORY

Building on more than two decades of proven business success, PMI Foods was established as a strategic international partnership between Parker International (United States) and Brazilian Meridional Meat (Brazil).

BUSINESS STRATEGIES AND VALUES

Mission

Create solutions in the global food market that add value to both customers and suppliers, providing sustainability and development for the company and its employees.

Vision

To be the standard of excellence in every market we serve.

Values

Integrity

Dedication

Creativity

Results Oriented

Teamwork

Passion

GLOBAL OFFICES

PMI Foods has a worldwide presence, providing customized local service on five continents. The growth of PMI Foods has continued on a yearly basis, in both volume of transactions and international market presence. Our company slogan “One World, One Market” is embodied through each facet of our business model; from sourcing products and servicing customers, to identifying new opportunities and markets.

SALES TERMS AND CONDITIONS

Sales of products by Parker-Migliorini International, LLC (“PMI” or “Seller”) to a Buyer for delivery in the United States or any foreign country are governed by the following general terms and conditions of sale.

1. ACCEPTANCE. The terms and conditions set forth herein contain the sole, entire and exclusive agreement (“Agreement”) between the Seller and the Buyer in this transaction superseding all prior discussions, proposals, negotiations, representations, and agreements, and any additional or conflicting terms, whether or not material, shall not, in any manner by implication, by waiver, or otherwise, govern the relationship between Seller and Buyer. Any waiver, modification or amendment of these terms and conditions shall only be effective as against Seller if such waiver, modification or amendment is contained in a written instrument duly executed by or on behalf of Seller. Acceptance of this Agreement by Seller is specifically conditioned upon the terms and conditions set forth herein.

2. SHIPPING INSTRUCTIONS. Buyer shall furnish, or accept Seller’s, complete shipping instructions and provide adequate credit as determined by Seller’s Credit Department at the time of order and delivery to enable Seller to perform its obligations. Seller shall not be obligated to make shipment in absence thereof. If more than one delivery is called for, each delivery is to be considered a separate contract for the purposes of Buyer furnishing complete shipping instructions and adequate credit.

3. ROUTING. Unless otherwise provided by Buyer and agreed upon by Seller, the destination routing of shipments and carrier selection will be at Seller’s option. Delivery dates provided by Seller are estimates only.

4. PRICE AND PAYMENT. Unless otherwise stipulated in the contract, the price is always in United States Dollars and must be paid in United States Dollars regardless of any fluctuations in the currency of other countries. All remittances must be submitted according to invoice terms. All sales are subject to approval of Seller’s Credit Department. Buyer shall be responsible for the payment of any federal, state or local sales, use or other taxes upon or with respect to the sale, purchase, use, receipt or shipment of the Products.

6. DELIVERY. Delivery dates are based on Seller’s best judgment; subject to production limitations and product availability, and hence are not guaranteed. If the contract provides for deliveries over a period exceeding one (1) month, Seller shall not be obligated to deliver in any thirty (30) day period more than approximately equal monthly quantities, in relation to the total amount of the contract, and Seller may make shipments of the total amount in such equal monthly quantities.

7. TITLE/RISK OF LOSS. Unless otherwise specified by Seller in writing, title and risk of loss shall pass to Buyer at the time the products supplied by Seller (“Products”) are placed in the possession of Buyer or Buyer’s agent or carrier.

8. WARRANTY. Seller warrants that it has the right to convey good title to the Products. Seller further warrants that, as of the time and place of shipment hereafter made by Seller, the Products shall not be adulterated or misbranded within the meaning of the U.S. Federal Meat Inspection Act, as amended (“FMIA”) (if applicable), the U.S. Poultry Products Inspection Act, as amended (“PPIA”) (if applicable), and/or the U.S. Federal Food, Drug and Cosmetic Act, as amended (“FDCA”) (if applicable).

9. NO OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN SECTION 8, SELLER DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. The parties acknowledge that many of the Products are subject to extensive and exclusive U.S. federal regulation and that such federal regulation often preempts, and thus makes inapplicable, state and local laws.

10. LIMITATION ON DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER, OR TO ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF WHATSOEVER NATURE (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOST PROFITS, DAMAGE TO GOODWILL OR REPUTATION AND/OR DEGRADATION IN VALUE OF BRANDS, TRADEMARKS, TRADENAMES, SERVICE NAMES OR SERVICE MARKS), WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION, OR OTHERWISE. BUYER ASSUMES ALL RISKS AND LIABILITIES FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE USE OR SUBSEQUENT SALE OF THE PRODUCTS, EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS.

11. EXCLUSIVE REMEDIES. Buyer’s exclusive remedy and Seller’s exclusive liability for shipment of nonconforming Product, including for breach of warranty, is expressly limited, at Seller’s option, to (i) replacement, within a reasonable period of time, of nonconforming Product at no additional charge to Buyer, or (ii) refund of the purchase price. All such nonconforming Product must be returned to Seller, at Seller’s direction and expense, or at Sellers direction, disposed of by Buyer in a manner mutually acceptable to Buyer and Seller with all reasonable costs of such disposition to be paid by Seller. BUYER EXPRESSLY AGREES THAT THE REMEDIES GRANTED TO IT HEREUNDER ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIM OF BUYER ARISING IN CONNECTION WITH THE PRODUCTS.

12. FORCE MAJEURE. Seller shall not be liable to Buyer for failure of, or delay in performance when such failure or delay is caused by conditions beyond Seller’s control including, but not limited to, war, strike, labor dispute, fire, flood, tornado, hurricane, government intervention, embargo, terrorism, shortage of raw materials (including, without limitation, shortage resulting from inadequate livestock or poultry supply or from grade changes resulting from variations in livestock or poultry supply), breakdown, shortage or non-availability of transportation facilities or equipment or any Act of God. If Seller declares force majeure hereunder, the contract shall remain in full force and effect for a period of sixty (60) days from said declaration. After the expiration of said sixty (60) days, Seller may cancel any unperformed portion of the contract by written notice to Buyer.

13. PMI GLOBAL TRADE POLICY COMPLIANCE. The commodities subject to this contract will be exported from the United States in accordance with the Export Administration Regulations and all other applicable U.S. laws and regulations. Reexport, transshipment, or diversion of these commodities contrary to U.S. law is prohibited. Buyer acknowledges that Buyer has read, understood, and will comply with this Section 2 and the PMI Global Trade Policy, incorporated herein by reference, and set forth in full at www.pmifoods.com/compliance.

14. CLAIMS. Before or upon tender of delivery of Products, Buyer will provide immediate telephone notification to Seller of any alleged Product nonconformity, including any off-condition product, shortage, or any other discrepancy or situation which may impair the value of the Products or justify payment of less than the amount billed. This notification will be made to Seller’s Claims Department at the following telephone number for the Seller: (801) 531-6565. If notice is not so made within twenty-four (24) hours of tender of delivery of Products, then Buyer accepts the Products as conforming in all ways and will submit to Seller full payment therefore on or before the agreed upon date. Within seven (7) days after telephone notification described above, if any, Buyer will send a detailed written confirmation thereof and will attach all documents relevant thereto. All correspondence and documents must be addressed to: Claims Department, PMI, LLC, 141 Pierpont Ave., Salt Lake City, UT USA 84101. Any payment for less than the billed amount must be authorized by Seller’s Claims Department in advance by assignment of a claim number directly connected to such claim. The assignment of a claim number to Buyer by Seller’s Claims Department or acceptance by Seller of a partial payment from Buyer shall not constitute final approval of Buyer’s claim or be a waiver of any of Buyer’s obligations or Seller’s rights.

15. INSTALLMENT CONTRACT. In the event the contract is deemed or interpreted to be an installment contract, the failure of Seller to ship or deliver any installment when due will not substantially impair the value of the contract as a whole and will not constitute a breach of the contract as a whole. In the event of any non-delivery of an installment by Seller, Buyer’s exclusive and sole remedy shall be limited to delivery of the Products as soon as Seller can arrange to reasonably do so.

16. DEFAULT. If Buyer (1) fails to furnish shipping instructions within the time specified, (2) fails to order any shipment within the time specified therefor, (3) fails to supply adequate credit within the time specified, (4) refuses to accept any shipment properly tendered, (5) fails to tender any payment when due, or (6) fails to perform in any other respect according to its obligations set out in the terms herein (each of which shall be a material breach of the contract), Seller may treat such default as (a) a total breach of the entire contract, or (b) a breach only as to the individual shipment or installment, and, in addition to any other rights or remedies which Seller may have at law or in equity, Seller may (x) cancel the contract, (y) terminate the contract as to the portion thereof in default or as to any unshipped balance, or both, and/or (z) resell, after ten (10) days’ notice to Buyer, any of the Products which have been shipped and which Buyer has wrongfully failed or refused to accept, and receive from the Buyer the difference between the contract price thereof and the price obtained on resale if the latter be less than the former, as well as any incidental loss and expense. All rights and remedies of Seller shall be cumulative and not exclusive of any other rights or remedies which Seller would otherwise have at law or in equity.

17. ASSIGNMENT. The rights and obligations under the contract, including these terms and conditions, are not assignable by Buyer unless in writing and signed by both parties.

18. TERMS TO GOVERN. These terms and conditions shall govern in any instance where they conflict with provisions of forms used by Buyer. No prior or contemporaneous negotiations, correspondence, conversations, prior course of dealing or usage of trade shall be deemed in any way to affect the specific terms hereof. These terms and conditions shall be binding on Buyer even if not signed by Buyer.

19. LIFE OF CONTRACT RIGHTS. The contract, including these terms and conditions, shall be binding upon and inure to the benefit of Buyer and Seller and their respective heirs, administrators, executors, successors, and permitted assigns.

20. GOVERNING LANGUAGE/LAW. This Agreement, which is in the English language only (which shall be controlling), shall be governed by and construed in accordance with the laws of the State of Utah, U.S.A. (excluding principles of conflicts of law), as if this Agreement were executed in and to be wholly performed in the State of Utah. In construing this Agreement, neither of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted the same. The parties hereby expressly agree that the United Nations Convention on Contracts for the International sale of Goods shall not apply to this Agreement. Any action brought pursuant to the Agreement, including these terms and conditions, shall properly (but not exclusively) lie in any federal or state court located in the State of Utah, County of Salt Lake.

21. ALTERATION OF TERMS/WAIVER. Subject to the right of Seller to add to, modify, supersede, alter or revoke these terms and conditions upon written notice to Buyer, none of the terms and conditions contained herein may be added to, modified or superseded, or otherwise altered, unless in writing and signed by both parties, and specifically referring to these terms and conditions. Waiver of any default must be in writing signed by both Buyer and Seller and shall not constitute waiver of any subsequent default.

22. SEVERABILITY. The provisions of the contract, including these terms and conditions, shall be deemed to be severable and the invalidity or partial invalidity of any provision hereof shall not affect the validity or enforceability of the remaining provisions.

23. LIMITATION ON ACTIONS. No action arising out of the contract, including these terms and conditions, may be brought by Buyer more than one (1) year after the cause of action has accrued.

24. NO RIGHTS OF THIRD PARTIES. The contract, including these terms and conditions, is solely for the benefit of Buyer and Seller, and no provision of the contract shall confer upon third parties any right or remedy.

GLOBAL TRADE POLICY

PMI Global Trade Policy Acknowledgement Form

All business activities pursuant to agreements with PMI shall be undertaken in accordance with the PMI Global Trade Policy (“PMI Policy”) and the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq. (“FCPA”).

Section 1. International Trade Compliance

U.S. commodities subject to these agreements will be exported from the United States in accordance with the Export Administration Regulations and all other applicable U.S. laws and regulations. Reexport, transshipment, or diversion of these commodities contrary to U.S. law is prohibited.

Section 2. Anti-Corruption Compliance

No payments of money, or anything of value, shall be made, nor shall such be offered, promised or paid, directly or indirectly, to a government official (described herein) with the intent to influence the acts of such official in his official capacity or to induce him to use his influence with a government to obtain or retain business or gain an improper advantage in connection with any business venture or contract in which PMI is a participant.

A government official can include an official (elected, appointed, or career) or employee of a government, including inspectors, customs officials, police officers, etc. “Government” includes:

- Any governmental agency, department, instrumentality, ministry, commission, committee or any other body of a non-U.S. national, state or local government;

- An officer or employee of a government-owned or government-controlled business, corporation, company or organization (Note in some countries, an employee of the chamber of commerce or other pro-business entity may be considered a quasi-governmental official under the FCPA);

- An official or employee of a public international organization (e.g., Olympics Committees, United Nations, World Bank, World Trade Organization, World Customs Organization);

- An individual acting for or on behalf of a government or public international organization even though he may not be an employee of such government or organization (such as an uncompensated honorary official or a member of a royal family); or

- A political party or official thereof, or a candidate for political office.

The PMI Policy and the laws in some countries in which PMI operates, such as China, Hong Kong, Brazil, and Switzerland also prohibit commercial bribery, which refers to the practice of giving something of value to an intermediary (i.e., a customer’s employee), usually without the knowledge of upper management, and with the intention of influencing the customer’s commercial conduct. Accordingly, the PMI Policy prohibits PMI’s employees and agents from giving or receiving anything of significant value for the purpose of gaining an improper advantage in any transaction with actual or potential customers, vendors or suppliers.

Section 3. Acknowledgment

Any contracting party agrees immediately to inform PMI should information arise that the contracting party or any of its employees, agents, or related parties have engaged in any activities that appear to be in violation of the PMI Policy or the FCPA.

PMI reserves the right immediately to terminate a contract should PMI become aware that the contracting party has acted in a manner inconsistent with the PMI Policy or the FCPA.

Upon entering into agreements with PMI, as set forth above, each contracting party acknowledges that it has read, understood, and will comply with the foregoing PMI Policy.

UNITED STATES

Sales terms and conditions

Sales of goods by Parker-Migliorini International, LLC (“PMI” or “Seller”) to a Buyer for delivery in the United States or any foreign country are governed by the following general terms and conditions of sale.

1. ACCEPTANCE. The terms and conditions set forth herein contain the sole, entire and exclusive agreement between the Seller and the Buyer governing this sales contract, superseding all prior discussions, proposals, negotiations, representations, and agreements, and any additional or conflicting terms, whether or not material, shall not, in any manner by implication, by waiver, or otherwise, govern the relationship between Seller and Buyer. The Seller’s acceptance of the Buyer’s purchase order and/or issuance of a pro forma invoice evidencing the sales contract between the Buyer and the Seller is specifically conditioned upon the terms and conditions set forth herein.

2. SHIPPING INSTRUCTIONS. The Buyer shall furnish, or accept the Seller’s, complete shipping instructions and provide adequate credit as determined by the Seller’s Credit Department at the time of order and delivery to enable the Seller to perform its obligations. The Seller shall not be obligated to make shipment or delivery in the absence thereof. If the Buyer’s purchasing arrangement with the Seller necessitates more than one delivery, then each delivery shall be considered to be a separate sales contract for the purposes of the Buyer furnishing complete shipping instructions and providing adequate credit.

3. ROUTING. Unless otherwise provided by the Buyer and agreed to by the Seller, the routing of shipments to the port of discharge and carrier selection will be at the Seller’s option.

4. PRICE AND PAYMENT. Unless otherwise stipulated in the pro forma invoice, the price is always in United States Dollars and must be paid in United States Dollars regardless of any fluctuations in the currency of other countries. All remittances must be submitted according to invoice terms. All sales are subject to approval of the Seller’s Credit Department. The Buyer shall be responsible for the payment of any and all government sales, use, or other taxes upon or with respect to the sale, purchase, use, receipt or shipment of the goods.

5. QUANTITY. Ordered weight/box count is shipped at plus or minus 5% at the Seller’s option unless otherwise specified by the Seller in writing.

6. DELIVERY. Delivery dates are based on the Seller’s best judgment, are subject to production limitations and product availability, and hence are not guaranteed. If the sales contract provides for multiple deliveries over a period exceeding one (1) month, then the Seller shall not be obligated to deliver in any thirty (30) day period more than approximately equal monthly quantities in relation to the total amount of the sales contract, and the Seller may make shipments of the total amount in such equal monthly quantities.

7. TITLE/RISK OF LOSS. Unless otherwise specified by the Seller in writing, title and risk of loss shall pass to the Buyer at the time the goods supplied by the Seller are placed in the possession of the Buyer or the Buyer’s agent or carrier, as per the Incoterms® set forth in the pro forma invoice.

8. WARRANTY. The Seller warrants that it has the right to convey good title to the goods. The Seller further warrants that, as of the time and place of shipment hereafter made by the Seller, the goods shall not be adulterated or misbranded, as such terms are defined by the applicable regulations governing the processing and labeling of such goods in the country of origin.

9. NO OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN SECTION 8, THE SELLER DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

10. LIMITATION ON DAMAGES. IN NO EVENT SHALL THE SELLER BE LIABLE TO THE BUYER OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF WHATSOEVER NATURE (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF PROFITS, DAMAGE TO GOODWILL OR REPUTATION AND/OR DEGRADATION IN VALUE OF BRANDS, TRADEMARKS, TRADENAMES, SERVICE NAMES OR SERVICE MARKS), WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION, OR OTHERWISE. THE BUYER ASSUMES ALL RISKS AND LIABILITIES FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE USE OR SUBSEQUENT SALE OF THE GOODS, EITHER ALONE OR IN COMBINATION WITH OTHER GOODS.

11. EXCLUSIVE REMEDIES. The Buyer’s exclusive remedy and the Seller’s exclusive liability for shipment of nonconforming goods, including for breach of warranty, is expressly limited, at the Seller’s option, to (i) replacement, within a reasonable period of time, of nonconforming goods at no additional charge to the Buyer, or (ii) refund of the purchase price. All such nonconforming goods must be returned to the Seller, at the Seller’s direction and expense, or, at the Seller’s direction, disposed of by the Buyer in a manner mutually acceptable to the Buyer and the Seller with all reasonable costs of such disposition to be paid by the Seller.

12. CLAIMS. Within forty-eight (48) hours of tender of delivery of the goods, the Buyer will provide immediate telephone or email notification to the Seller of any alleged nonconformity of goods, including any off-condition product, shortage, or any other discrepancy or situation which may impair the value of the goods or justify payment of less than the invoiced amount. This notification will be made to the Seller’s sales representative through whom the Buyer purchased the claimed goods. If notice is not so made within forty-eight (48) hours of tender of delivery of the goods, then the Buyer accepts the goods as conforming in all ways and will submit to the Seller full payment therefore on or before the agreed upon date. Within seven (7) days after initial notification of a claim, if any, the Buyer shall submit a detailed written confirmation of such claim and will attach all documents relevant thereto. All correspondence must be submitted to the aforementioned sales representative either via email, or by mail addressed to the sales representative, PMI, LLC, 141 Pierpont Avenue, Salt Lake City, Utah 84101. Any payment for less than the invoiced amount must be authorized in advance by the Seller’s General Manager. The Seller’s acceptance of a partial payment from the Buyer shall not constitute final approval of the Buyer’s claim or constitute a waiver of any of the Buyer’s obligations or the Seller’s rights.

13. INSTALLMENT CONTRACT. In the event the sales contract is deemed or interpreted to be an installment contract, the failure of the Seller to ship or deliver an installment when due shall not substantially impair the value of the contract as a whole and will not constitute a breach of the contract as a whole. In the event of any non-delivery of an installment by the Seller, the Buyer’s exclusive and sole remedy shall be limited to delivery of the goods as soon as the Seller can arrange reasonably to do so.

14. FORCE MAJEURE. The Seller shall not be liable to the Buyer for failure of, or delay in, performance when such failure or delay is caused by conditions beyond the Seller’s control, including but not limited to, war, strike, labor dispute, fire, flood, natural disaster, government intervention, embargo, terrorism, shortage of raw materials (including, without limitation, shortage resulting from inadequate livestock or poultry supply or from grade changes resulting from variations in livestock or poultry supply), breakdown, shortage or non-availability of transportation facilities or equipment, or acts of God. If the Seller declares force majeure, then the sales contract shall remain in full force and effect for a period of sixty (60) days from said declaration. After the expiration of said sixty (60) days, the Seller may cancel any unperformed potion of the sales contract by written notice to the Buyer.

15. PMI GLOBAL TRADE COMPLIANCE POLICY. The goods subject to this sales contract will be exported and shipped in accordance with the applicable laws and regulations governing the export and international trade of such goods, including U.S. Export Administration Regulations and all other applicable federal laws and regulations. The Buyer hereby acknowledges that it has read, understood, and will comply with all applicable provisions of PMI’s Global Trade Compliance Policy, incorporated herein by reference, and set forth in full at www.pmifoods.com/compliance.

16. DEFAULT. A default of these terms and conditions (which shall also constitute a material breach of the sales contract) shall occur if the Buyer (1) fails to furnish shipping instructions within the time specified, (2) fails to order any shipment within the time specified, (3) fails to supply adequate credit within the time specified, (4) refuses to accept any shipment properly tendered, (5) fails to tender any payment when due, or (6) fails to perform in any other respect according to its obligations set out in these terms and conditions. In the event of default, the Seller may treat such default as (a) a total breach of the entire sales contract, or (b) a breach only as to the individual shipment or installment. In addition to any other rights or remedies which the Seller may have at law or in equity, the Seller may (i) cancel the sales contract, (ii) terminate the contract as to the portion thereof in default or as to any unshipped balance, or both, and/or (iii) resell, after ten (10) days’ notice to the Buyer, any of the goods which have been shipped and which the Buyer has wrongfully failed or refused to accept, and receive from the Buyer the difference between the contract price thereof and the price obtained on the resale if the latter be less than the former, as well as any incidental loss and expense. All rights and remedies of the Seller shall be cumulative and not exclusive of any other rights or remedies which the Seller would otherwise have at law or in equity.

17. ASSIGNMENT. The rights and obligations under the sales contract, including these terms and conditions, are not assignable by the Buyer unless in writing and signed by both parties.

18. TERMS AND CONDITIONS TO GOVERN. These terms and conditions shall govern in any instance where they conflict with the provisions of forms used by the Buyer. No prior or contemporaneous negotiations, correspondence, conversations, prior course of dealing or usage of trade shall be deemed in any way to affect the specific terms and conditions hereof. These terms and conditions shall be binding on the Buyer even if the Seller’s pro forma invoice or the Buyer’s purchase order (as the case may be) is not signed by the Buyer.

19. LIFE OF CONTRACT RIGHTS. The sales contract, including these terms and conditions, shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective heirs, administrators, executors, successors, and permitted assigns.

20. NO RIGHTS OF THIRD PARTIES. The sales contract, including these terms and conditions, is made solely for the benefit of the Buyer and the Seller, and no provision of the sales contract shall confer upon third parties any right or remedy.

21. ALTERATION OF TERMS/WAIVER. Any waiver, modification or amendment to these terms and conditions shall be effective as against the Seller only if such waiver, modification or amendment is contained in a written instrument duly executed by or on behalf of the Seller. The Seller reserves the right to add to, modify, supersede, alter or revoke these terms and conditions upon written notice to the Buyer.

22. SEVERABILITY. The provisions of the sales contract, including these terms and conditions, shall be deemed to be severable, and the invalidity or partial invalidity of any provision hereof shall not affect the validity or enforceability of the remaining provisions.

23. GOVERNING LAW/LANGUAGE. These terms and conditions are prepared in the English language, and the English language shall control all interpretations, disputes, and adjudications pertaining thereto. These terms and conditions shall be governed by and construed in accordance with the laws of the State of Utah (excluding principles of conflicts of laws), as if the sales contract were executed in and to be wholly performed in Utah. In construing these terms and conditions, neither the Buyer nor the Seller shall have any term or provision construed against the other party solely by reason of such party having drafted these terms and conditions. The parties hereby expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions nor to the sales contract to which they pertain. Jurisdiction over any action brought pursuant to these terms and conditions or the sales contract shall properly (but not exclusively) lie in the federal and state courts situated in Salt Lake County, Utah.

24. LIMITATION ON ACTIONS. No action arising out of the sales contract, including these terms and conditions, may be brought by the Buyer more than one (1) year after such cause of action has accrued.

EUROPE

Sales terms and conditions

Sales of goods by Parker-Migliorini International GmbH (“PMI” or “Seller”) to a Buyer for delivery in Switzerland or any foreign country are governed by the following general terms and conditions of sale.

1. ACCEPTANCE. The terms and conditions set forth herein contain the sole, entire and exclusive agreement between the Seller and the Buyer governing this sales contract, superseding all prior discussions, proposals, negotiations, representations, and agreements, and any additional or conflicting terms, whether or not material, shall not, in any manner by implication, by waiver, or otherwise, govern the relationship between Seller and Buyer. The Seller’s acceptance of the Buyer’s purchase order and/or issuance of a pro forma invoice evidencing the sales contract between the Buyer and the Seller is specifically conditioned upon the terms and conditions set forth herein.

2. SHIPPING INSTRUCTIONS. The Buyer shall furnish, or accept the Seller’s, complete shipping instructions and provide adequate credit as determined by the Seller’s Credit Department at the time of order and delivery to enable the Seller to perform its obligations. The Seller shall not be obligated to make shipment or delivery in the absence thereof. If the Buyer’s purchasing arrangement with the Seller necessitates more than one delivery, then each delivery shall be considered to be a separate sales contract for the purposes of the Buyer furnishing complete shipping instructions and providing adequate credit.

3. ROUTING. Unless otherwise provided by the Buyer and agreed to by the Seller, the routing of shipments to the port of discharge and carrier selection will be at the Seller’s option.

4. PRICE AND PAYMENT. Unless otherwise stipulated in the pro forma invoice, the price is always in United States Dollars and must be paid in United States Dollars regardless of any fluctuations in the currency of other countries. All remittances must be submitted according to invoice terms. All sales are subject to approval of the Seller’s Credit Department. The Buyer shall be responsible for the payment of any and all government sales, use, or other taxes upon or with respect to the sale, purchase, use, receipt or shipment of the goods.

5. QUANTITY. Ordered weight/box count is shipped at plus or minus 5% at the Seller’s option unless otherwise specified by the Seller in writing.

6. DELIVERY. Delivery dates are based on the Seller’s best judgment, are subject to production limitations and product availability, and hence are not guaranteed. If the sales contract provides for multiple deliveries over a period exceeding one (1) month, then the Seller shall not be obligated to deliver in any thirty (30) day period more than approximately equal monthly quantities in relation to the total amount of the sales contract, and the Seller may make shipments of the total amount in such equal monthly quantities.

7. TITLE/RISK OF LOSS. Unless otherwise specified by the Seller in writing, title and risk of loss shall pass to the Buyer at the time the goods supplied by the Seller are placed in the possession of the Buyer or the Buyer’s agent or carrier, as per the Incoterms® set forth in the pro forma invoice.

8. WARRANTY. The Seller warrants that it has the right to convey good title to the goods. The Seller further warrants that, as of the time and place of shipment hereafter made by the Seller, the goods shall not be adulterated or misbranded, as such terms are defined by the applicable regulations governing the processing and labeling of such goods in the country of origin.

9. NO OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN SECTION 8, THE SELLER DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

10. LIMITATION ON DAMAGES. IN NO EVENT SHALL THE SELLER BE LIABLE TO THE BUYER OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF WHATSOEVER NATURE (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF PROFITS, DAMAGE TO GOODWILL OR REPUTATION AND/OR DEGRADATION IN VALUE OF BRANDS, TRADEMARKS, TRADENAMES, SERVICE NAMES OR SERVICE MARKS), WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION, OR OTHERWISE. THE BUYER ASSUMES ALL RISKS AND LIABILITIES FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE USE OR SUBSEQUENT SALE OF THE GOODS, EITHER ALONE OR IN COMBINATION WITH OTHER GOODS.

11. EXCLUSIVE REMEDIES. The Buyer’s exclusive remedy and the Seller’s exclusive liability for shipment of nonconforming goods, including for breach of warranty, is expressly limited, at the Seller’s option, to (i) replacement, within a reasonable period of time, of nonconforming goods at no additional charge to the Buyer, or (ii) refund of the purchase price. All such nonconforming goods must be returned to the Seller, at the Seller’s direction and expense, or, at the Seller’s direction, disposed of by the Buyer in a manner mutually acceptable to the Buyer and the Seller with all reasonable costs of such disposition to be paid by the Seller.

12. CLAIMS. Within forty-eight (48) hours of tender of delivery of the goods, the Buyer will provide immediate telephone or email notification to the Seller of any alleged nonconformity of goods, including any off-condition product, shortage, or any other discrepancy or situation which may impair the value of the goods or justify payment of less than the invoiced amount. This notification will be made to the Seller’s sales representative through whom the Buyer purchased the claimed goods. If notice is not so made within forty-eight (48) hours of tender of delivery of the goods, then the Buyer accepts the goods as conforming in all ways and will submit to the Seller full payment therefore on or before the agreed upon date. Within seven (7) days after initial notification of a claim, if any, the Buyer shall submit a detailed written confirmation of such claim and will attach all documents relevant thereto. All correspondence must be submitted to the aforementioned sales representative either via email, or by mail addressed to the sales representative, PMI GmbH, Bahnhofstrasse, 1, 6340 Baar—Switzerland. Any payment for less than the invoiced amount must be authorized in advance by the Seller’s General Manager. The Seller’s acceptance of a partial payment from the Buyer shall not constitute final approval of the Buyer’s claim or constitute a waiver of any of the Buyer’s obligations or the Seller’s rights.

13. INSTALLMENT CONTRACT. In the event the sales contract is deemed or interpreted to be an installment contract, the failure of the Seller to ship or deliver an installment when due shall not substantially impair the value of the contract as a whole and will not constitute a breach of the contract as a whole. In the event of any non-delivery of an installment by the Seller, the Buyer’s exclusive and sole remedy shall be limited to delivery of the goods as soon as the Seller can arrange reasonably to do so.

14. FORCE MAJEURE. The Seller shall not be liable to the Buyer for failure of, or delay in, performance when such failure or delay is caused by conditions beyond the Seller’s control, including but not limited to, war, strike, labor dispute, fire, flood, natural disaster, government intervention, embargo, terrorism, shortage of raw materials (including, without limitation, shortage resulting from inadequate livestock or poultry supply or from grade changes resulting from variations in livestock or poultry supply), breakdown, shortage or non-availability of transportation facilities or equipment, or acts of God. If the Seller declares force majeure, then the sales contract shall remain in full force and effect for a period of sixty (60) days from said declaration. After the expiration of said sixty (60) days, the Seller may cancel any unperformed potion of the sales contract by written notice to the Buyer.

15. PMI GLOBAL TRADE COMPLIANCE POLICY. The goods subject to this sales contract will be exported and shipped in accordance with the applicable laws and regulations governing the export and international trade of such goods. The Buyer hereby acknowledges that it has read, understood, and will comply with all applicable provisions of PMI’s Global Trade Compliance Policy, incorporated herein by reference, and set forth in full at www.pmifoods.com/XXXXXX.

16. DEFAULT. A default of these terms and conditions (which shall also constitute a material breach of the sales contract) shall occur if the Buyer (1) fails to furnish shipping instructions within the time specified, (2) fails to order any shipment within the time specified, (3) fails to supply adequate credit within the time specified, (4) refuses to accept any shipment properly tendered, (5) fails to tender any payment when due, or (6) fails to perform in any other respect according to its obligations set out in these terms and conditions. In the event of default, the Seller may treat such default as (a) a total breach of the entire sales contract, or (b) a breach only as to the individual shipment or installment. In addition to any other rights or remedies which the Seller may have at law or in equity, the Seller may (i) cancel the sales contract, (ii) terminate the contract as to the portion thereof in default or as to any unshipped balance, or both, and/or (iii) resell, after ten (10) days’ notice to the Buyer, any of the goods which have been shipped and which the Buyer has wrongfully failed or refused to accept, and receive from the Buyer the difference between the contract price thereof and the price obtained on the resale if the latter be less than the former, as well as any incidental loss and expense. All rights and remedies of the Seller shall be cumulative and not exclusive of any other rights or remedies which the Seller would otherwise have at law or in equity.

17. ASSIGNMENT. The rights and obligations under the sales contract, including these terms and conditions, are not assignable by the Buyer unless in writing and signed by both parties.

18. TERMS AND CONDITIONS TO GOVERN. These terms and conditions shall govern in any instance where they conflict with the provisions of forms used by the Buyer. No prior or contemporaneous negotiations, correspondence, conversations, prior course of dealing or usage of trade shall be deemed in any way to affect the specific terms and conditions hereof. These terms and conditions shall be binding on the Buyer even if the Seller’s pro forma invoice or the Buyer’s purchase order (as the case may be) is not signed by the Buyer.

19. LIFE OF CONTRACT RIGHTS. The sales contract, including these terms and conditions, shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective heirs, administrators, executors, successors, and permitted assigns.

20. NO RIGHTS OF THIRD PARTIES. The sales contract, including these terms and conditions, is made solely for the benefit of the Buyer and the Seller, and no provision of the sales contract shall confer upon third parties any right or remedy.

21. ALTERATION OF TERMS/WAIVER. Any waiver, modification or amendment to these terms and conditions shall be effective as against the Seller only if such waiver, modification or amendment is contained in a written instrument duly executed by or on behalf of the Seller. The Seller reserves the right to add to, modify, supersede, alter or revoke these terms and conditions upon written notice to the Buyer.

22. SEVERABILITY. The provisions of the sales contract, including these terms and conditions, shall be deemed to be severable, and the invalidity or partial invalidity of any provision hereof shall not affect the validity or enforceability of the remaining provisions.

23. GOVERNING LAW/LANGUAGE. These terms and conditions are prepared in the English language, and the English language shall control all interpretations, disputes, and adjudications pertaining thereto. These terms and conditions shall be governed by and construed in accordance with the laws of Switzerland (excluding principles of conflicts of laws), as if the sales contract were executed in and to be wholly performed in Switzerland. In construing these terms and conditions, neither the Buyer nor the Seller shall have any term or provision construed against the other party solely by reason of such party having drafted these terms and conditions. The parties hereby expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions nor to the sales contract to which they pertain. Jurisdiction over any action brought pursuant to these terms and conditions or the sales contract shall properly (but not exclusively) lie in the federal and cantonal courts of the canton of Zug, Switzerland.

24. LIMITATION ON ACTIONS. No action arising out of the sales contract, including these terms and conditions, may be brought by the Buyer more than one (1) year after such cause of action has accrued.

90th

1992

Parker International was founded April 1992 in Salt Lake City, Utah.

1995

Meridional Meat Food Import and Export Ltd. was founded in December 1995 in Porto Alegre, Brazil.

2000th

2000

As a result of the partnership’s initial success, the two companies opened the Guangzhou, China office in July, 2000. Guangzhou marked the first joint office in Asia.

2004

Parker-Migliorini International’s presence in Mar del Plata, Argentina was launched in 2004 in order to expand its international supply chain.

2006

With expanding business in China, Parker International (China Company Ltd) began operations in August 2006 in Hong Kong.

2009

In June 2009 Parker-Migliorini Shanghai Food Trading Company Ltd. was launched in Shanghai, China.

Later that year, Parker International and Meridional Meat launched a comprehensive brand in order to strengthen and solidify their international market presence. Parker Migliorini International (PMI) was created, encompassing both companies, consolidating market operations, and leveraging international market leadership and expertise.

2010

Focusing on the European market, Parker-Migliorini International GmbH was established August 2010, in Baar, Switzerland.

2013

Expanding company presence in the Asian market, Parker-Migliorini Food Trading Beijing Company Ltd. was established in Beijing, China in August 2013.

2013

To accommodate additional company expansion in the European market, two new offices were established in 2013: Parker-Migliorini International Bulgaria EOOD in Sofia, Bulgaria and Parker-Migliorini Europe GmbH in Lugano, Switzerland.

2014

In 2014, the company modified its official name to include the word ‘food’ - more accurately articulating the company’s focus in servicing the international food market. Since this time, the corporate brand has been known as PMI Foods.

Further serving the distribution channel, Parker-Migliorini International Guangzhou Food Services Ltd. commenced operations in July 2014 in Guangzhou, China.

In 2014, the company segmented its business offerings into two platforms: PMI Global Solutions; sourcing commodities to serve the global market, and PMI Distribution; specializing in local market customs and fulfilling the specific demands of each customer.

2015

In 2015, PMI Foods added two new operations to better serve all continental markets. In April, Parker-Migliorini International Australia PTY (PMI Australia) began operations in Sydney, Australia, to cover the Oceania region. In late 2015, Parker-Migliorini International GmbH began operations in Dubai to cover the Middle East and North Africa (MENA) region.

2016

In early 2016, Parker-Migliorini International Foods Benin S.a.r.l (PMI Foods Benin) was founded in Cotonou, Benin.

2017

PMI Foods continued to explore new markets and opportunities and started three new operations in Japan, South Africa and Italy. The new offices are located in Tokyo, Johannesburg and Milan.